Banks Win Denial of Hexion’s Requested TRO and Preliminary Injunction

On October 31, 2008, the New York Supreme Court, Commercial Division, denied Hexion Specialty Chemicals, Inc.’s motion for a temporary restraining order and a preliminary injunction against Cravath’s clients, Credit Suisse and Deutsche Bank. Hexion sued the two banks on October 29, 2008, seeking to postpone the expiration of the banks’ commitment letter that provided for the financing of the proposed merger between Hexion and Huntsman Corporation. The commitment letter expired by its terms on November 1, 2008. Hexion claimed that the banks breached the commitment letter, which they entered into, subject to certain conditions, in July 2007.

Justice Eileen Bransten denied Hexion’s motion, holding that Hexion was not entitled to injunctive relief because it had not demonstrated irreparable harm or a probability of success on the merits of its breach of contract claim and because the equities weighed in favor of the banks. Justice Bransten held that the banks were entitled to have the court enforce the commitment letter, including its expiration provisions, as written and bargained for by the parties.

This was the third time in as many weeks that the Cravath team defeated attempts made by Hexion or Huntsman in three different courts to prevent or extend the expiration of the commitment letter. The Cravath attorneys involved in this matter include partners Richard W. Clary, Robert H. Baron, Julie A. North and Gary A. Bornstein, senior attorney Lillian S. Grossbard and associates Martin J. Crisp, Jonathan M. Watkins, Misty L. Archambault, William B. Brady, Lauren P. Rubin, Isaac B. Zaur, Edward A. Imperatore, Erin C. Trenda and Benjamin R. Rossen.